ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

As restated

Registered number: 01477674

P B GELATINS U.K. LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

P B GELATINS U.K. LIMITED

COMPANY INFORMATION

Directors	M Potter
	A P Bortoluzzi


Registered number	01477674


Registered office	Unit A6 Severn Road
	Treforest Industrial Estate
	Pontypridd
	CF37 5SQ


Independent auditor	Nortons Assurance Limited
	Chatered Accountant and Statutory Auditor
	Second Floor
	NOW Building
	Thames Valley Park
	Reading
	RG6 1RB

P B GELATINS U.K. LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Director's Report	3 - 6
Independent Auditor's Report	7 - 10
Profit and Loss Account	11
Balance Sheet	12 - 13
Statement of Changes in Equity	14
Notes to the Financial Statements	15 - 31

P B GELATINS U.K. LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their strategic report for the Company for the year ended 31 December 2024.

Business review

The company is a manufacturing company and produces high quality gelatin to the market with over 90% of sales being exported mainly to Europe, Asia and the US.
The results of the Company for the year show a loss before tax of £35,569,850 (2023: £6,468,195 loss).
The European bone gelatin market currently faces significant challenges. Declining demand in the Western world, a market shift toward alternative products, and customer migration to low-cost countries is creating intense pressure on our pricing and cost structure.
The Company believes that the European bone gelatin market will continue to experience difficult market conditions. Given these ongoing challenges, combined with the need for substantial further investments to maintain an efficient production, we find the European bone gelatin business lacking any viable path forward.
Therefore, Tessenderlo Group has announced its intention to restructure its operations and consequently on November 21st 2024, the company has formally opened an information and consultation process.
The outcome was a decision to close the Treforest Manufacturing site in 2025. The financial statements have been prepared on a basis other than going concern, which the directors consider to be appropriate.

Principal risks and uncertainties

The management of the business and execution of the Tessenderlo Group NV group’s strategy; of which this Company forms a part; are subject to a number of risks. Key business risks principally relate to market competition, both from a national and International perspective.

Financial key performance indicators

The key performance indicators are considered to be revenue and operating loss. These figures are contained within the financial statements on pages 11 to 31.

Page 1

P B GELATINS U.K. LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' statement of compliance with duty to promote the success of the Company

In accordance with Section 172(1) of the Companies Act 2006, the directors confirm that, throughout the financial year and in the lead-up to the decision to wind up the company, they have continued to have regard to the matters set out in Section 172(1), including the likely long-term consequences of decisions, the interests of employees, the need to foster business relationships, and the impact of operations on the community and environment.
Following a strategic review, the directors concluded that it was no longer in the best interests of the Company and its stakeholders to continue trading. The decision to wind up the company was taken after careful consideration of the financial position, market conditions, and future viability. The directors have acted in good faith and in a manner they believe would most likely promote the success of the company for the benefit of its members, recognising that success in this context meant an orderly and equitable wind-down.
Stakeholder Considerations

∙Employees: The directors engaged with employees throughout the process, providing timely communication, support, and redundancy packages in accordance with statutory and contractual obligations.

∙Creditors and Suppliers: The company has maintained open dialogue with creditors and suppliers, ensuring transparency and cooperation in settling outstanding obligations.

∙Shareholders: The board has kept shareholders informed of key developments and the rationale for winding up, including expected outcomes and timelines.

∙Community and Environment: The company has taken steps to responsibly dispose of assets and minimise environmental impact during the closure process.

Business Conduct

The directors have upheld high standards of integrity and professionalism throughout the wind-down process, ensuring compliance with legal and regulatory requirements and safeguarding stakeholder interests.

This report was approved by the board and signed on its behalf.

................................................

A P Bortoluzzi

Director

Date: 28 November 2025

Page 2

P B GELATINS U.K. LIMITED

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents his report and the financial statements for the year ended 31 December 2024.

Director's responsibilities statement

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the director is required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £34,533,462 (2023: loss £7,015,322).

Directors

The directors who served during the year were:

W Y G Poot (resigned 28 January 2025)

C Van den Sande (resigned 1 February 2024)

M Potter (appointed 1 January 2024)

After the year end on 28 January 2025, A P Bortoluzzi was appointed as a director of the Company.

Page 3

P B GELATINS U.K. LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Future developments and going concern

On 21 November 2024, Tessenderlo Group formally initiated an information and consultation process with relevant stakeholders, following its strategic decision to restructure operations. This process culminated in the decision to permanently close the Treforest Manufacturing site during 2025.
Production activities at the site are scheduled to cease by June 2025, with full site closure expected by 30 November 2025.
In anticipation of the closure, a shutdown provision of £2,531,650 has been recognised in the financial statements for the year ended 31 December 2024. This provision reflects the estimated costs associated with the cessation of operations, including employee severance, decommissioning, and other closure-related obligations.
Additionally, an impairment exercise was carried out and an impairment on fixed assets and intangibles totalling £5,141,494 and an impairment on stocks totalling £7,772,317 have been recognised in the profit and loss for the year then ended.
Given the decision to wind down operations, the directors have assessed the appropriateness of the going concern basis of preparation. The company is expected to cease trading and liquidate its assets in an orderly manner. Accordingly, the financial statements have been prepared on a basis other than going concern, reflecting the intention to discontinue operations.
The directors have received confirmation of continued financial support from Tessenderlo Chemie NV, which will enable the company to meet its liabilities as they fall due throughout the wind-down period. Based on this support, the directors are satisfied that the company will be able to discharge its obligations in full and have therefore adopted an accounting basis other than going concern.

Page 4

P B GELATINS U.K. LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial Risk Management

The Company's operations expose it to a variety of financial risks that include the effects of changes in price risk, credit risk, foreign exchange movements, liquidity risk and interest rate risk. The Company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company.
Price risk
The Company is exposed to commodity price risk as a result of its operations. However, given the size of the Company's operations, the costs of managing exposure to commodity price risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the Company's operations change in size or nature.
Credit risk
The Company's financial assets are cash, trade receivables, amounts owed by group undertakings and other debtors. The Company's credit risk is primarily attributable to its trade receivables which are presented in the statement of financial position net of allowances for doubtful debts. Provision for doubtful debts is made when specific customer events or circumstances give rise to evidences of a reduction in the recoverable cash flows associated with the debt. The Company has no significant concentration of credit risk with exposure spread over a large number of customers. The credit risk on cash balances is limited because the counterparties are banks with high credit ratings assigned by appropriate credit rating agencies.
Foreign exchange risk
The Company undertakes transactions denominated in foreign currencies and is exposed to exchange rate fluctuations on these transactions. The Company does not use foreign exchange forward contracts to hedge these exposures.
Liquidity risk
The Company holds no external debt, all financing is through intercompany loans from its direct parent Tessenderlo Holdings UK Limited.
Interest rate cash flow risk
The Company has both interest bearing assets and interest bearing liabilities. Interest bearing liabilities comprise mainly group loans at variable rates. Cash balances earn interest at variable rates.

Qualifying third party indemnity provisions

Directors’ and officers’ insurance cover has been established for all directors to provide appropriate cover for their reasonable actions on behalf of the Company. The indemnities, which constitute a qualifying third-party indemnity provision as defined by section 234 of the Companies Act 2006, were in force during the 2024 financial year and remain in force for all current and past directors of the Company.

Page 5

P B GELATINS U.K. LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Greenhouse gas emissions, energy consumption and energy efficiency action

The directors have shown below the Statement of Carbon Emissions. This covers Scope 1 to 2. The company has chosen tonnes per tonnes of gelatin produced as an appropriate ratio. The total amount of CO2e emissions in the 2024 financial year were 18,013 CO2e (2023: 15,352 CO2e). The total kWh used in Scope 1 & 2 emissions was 80,991,439 kWh (2023: 75,255,162 kWh).
				2024	2023

Emissions resulting from activities for which the Company is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)	16,299	13,947
Emissions resulting from the purchase of the electricity by the Company for its own use, including the purposes of transport (in tonnes of CO2 equivalent)	1,714	2,020

The Company has used the UK Government's GHG conversion factors for reporting 2024 and 2023 to calculate its carbon emissions.
During 2024, the company has not introduced any new energy efficiency measures.

Disclosure of information to auditor

The director at the time when this Director's Report is approved has confirmed that:

∙so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, Nortons Assurance Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

................................................

A P Bortoluzzi

Director

Date: 28 November 2025

Page 6

P B GELATINS U.K. LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF P B GELATINS U.K. LIMITED

Opinion

We have audited the financial statements of P B Gelatins U.K. Limited (the 'Company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - Financial statements prepared on a basis other than going concern

We draw attention to note 2.3 which explains that the directors intend to liquidate the Company and therefore do not consider to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern. Our opinion is not modified in respect of this matter.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The director is responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Page 7

P B GELATINS U.K. LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF P B GELATINS U.K. LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of director's remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Director's Responsibilities Statement set out on page 3, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Page 8

P B GELATINS U.K. LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF P B GELATINS U.K. LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
Our approach was as follows:

∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.

∙We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.

∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussing with management to understand where it considered there was a susceptibility to fraud. We also considered performance targets and their propensity to influence efforts made by management to manage the results. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error.

∙Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

Page 9

P B GELATINS U.K. LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF P B GELATINS U.K. LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Anthony Campbell (Senior Statutory Auditor)

for and on behalf of

Nortons Assurance Limited

Chatered Accountant and Statutory Auditor

Second Floor

NOW Building

Thames Valley Park

Reading

RG6 1RB

28 November 2025

Page 10

P B GELATINS U.K. LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	43,140,699	54,663,642
Cost of sales		(42,818,446)	(51,454,737)
Gross profit		322,253	3,208,905
Distribution costs		(477,845)	(957,241)
Administrative expenses		(14,250,161)	(5,973,737)
Other operating charges		(2,823,455)	(2,746,122)
Exceptional other operating charges	6	(15,445,461)	-
Operating loss	7	(32,674,669)	(6,468,195)
Interest payable and similar expenses	11	(2,895,181)	(1,419,611)
Loss before tax		(35,569,850)	(7,887,806)
Tax on loss	12	1,036,388	872,484
Loss for the financial year		(34,533,462)	(7,015,322)

The notes on pages 15 to 31 form part of these financial statements.

Page 11

P B GELATINS U.K. LIMITED

REGISTERED NUMBER: 01477674

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	13		-		58,604
Tangible assets	14		4,191,486		9,234,528
			4,191,486		9,293,132
Current assets
Stocks	15	18,754,825		31,627,322
Debtors: amounts falling due within one year	16	10,935,002		8,133,943
Cash at bank and in hand	17	205		19,534
		29,690,032		39,780,799
Creditors: amounts falling due within one year	18	(60,967,126)		(44,140,134)
Net current liabilities			(31,277,094)		(4,359,335)
Total assets less current liabilities			(27,085,608)		4,933,797
Creditors: amounts falling due after more than one year	19		(285,891)		(303,484)
Provisions for liabilities
Other provisions	21	(2,531,650)		-
			(2,531,650)		-
Net (liabilities)/assets			(29,903,149)		4,630,313

Page 12

P B GELATINS U.K. LIMITED

REGISTERED NUMBER: 01477674

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Capital and reserves
Called up share capital	22	9,825,000	9,825,000
Share premium account	23	95,000	95,000
Profit and loss account	23	(39,823,149)	(5,289,687)
		(29,903,149)	4,630,313

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

A P Bortoluzzi

Director

Date: 28 November 2025

The notes on pages 15 to 31 form part of these financial statements.

Page 13

P B GELATINS U.K. LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	9,825,000	95,000	1,725,635	11,645,635
Comprehensive income for the year
Loss for the year	-	-	(7,015,322)	(7,015,322)
Total comprehensive income for the year	-	-	(7,015,322)	(7,015,322)

At 1 January 2024	9,825,000	95,000	(5,289,687)	4,630,313
Comprehensive income for the year
Loss for the year	-	-	(34,533,462)	(34,533,462)
Total comprehensive income for the year	-	-	(34,533,462)	(34,533,462)
At 31 December 2024	9,825,000	95,000	(39,823,149)	(29,903,149)

The notes on pages 15 to 31 form part of these financial statements.

Page 14

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

PB Gelatins UK Limited, (the "Company"), is a private cmpany limited by shares, incorporated in the United Kingdom under the Companies Act are registered in Engand and Wales. The registered office and principal place of business is Unit A6 Severn Road, Treforest Industrial Estate, Pontypridd, CF37 5SQ.
The principal activity of the company during the year was the manufacture and sale of pharmaceutical, photographic and edible gelatins.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A.

This information is included in the consolidated financial statements of Tessenderlo Group nv as at 31 December 2024 and these financial statements may be obtained from Troonstraat 130 Rue du Trone,1050 Brussels.

Page 15

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Going concern

The financial statements have been prepared on a basis other than going concern, following the decision by the directors to cease operations and wind down the company. This decision was made as part of a wider restructuring plan initiated by the parent company, Tessenderlo Group, which includes the intention to close the Treforest Manufacturing site by 30 November 2025.
As a result, the financial statements do not include the usual assumptions associated with the going concern basis, such as the realisation of assets and settlement of liabilities in the normal course of business. Instead, assets have been measured at their recoverable amounts, and liabilities include provisions for expected costs associated with the closure and wind-down of operations.
The directors have received confirmation of continued financial support from Tessenderlo Chemie NV, which will enable the company to meet its obligations as they fall due during the wind-down period. Accordingly, the financial statements have been prepared on a basis other than going concern.

2.4

Revenue

Revenue is recognised in accordance with FRS 102 Section 23, which requires income to be recognised when it is probable that economic benefits will flow to the entity and the amount of revenue can be measured reliably.
The Company generates revenue from the sale of gelatine products to both third-party customers and group entities. Revenue is recognised when the significant risks and rewards of ownership have transferred to the buyer, which typically occurs upon delivery of goods in accordance with the contractual terms.
Revenue is measured at the fair value of the consideration received or receivable, net of discounts, rebates, and value added tax (VAT). For intercompany sales, revenue is recognised on the same basis, with pricing determined in accordance with the group’s transfer pricing policies.
There are no multiple-element arrangements or significant financing components in the Company’s contracts with customers. The Company does not engage in long-term service contracts or deferred payment arrangements.

2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 16

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Multi-employer pension plan

The Company is a member of a multi-employer plan. Where it is not possible for the Company to obtain sufficient information to enable it to account for the plan as a defined benefit plan, it accounts for the plan as a defined contribution plan.

2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 17

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property	-	from 5 to 30 years as appropriate
Plant and machinery	-	from 5 to 30 years as appropriate
Motor vehicles	-	from 3 to 5 years as appropriate

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Page 18

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.18

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are

Page 19

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Financial instruments (continued)

subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 20

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual amounts. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
Impairment of stocks
The Company has assessed the recoverable amount of inventories based on estimated net realisable value under the liquidation basis of accounting. This involved significant judgement in estimating the likely proceeds from the disposal of inventory in a non-operational context, taking into account current market conditions, obsolescence, and the costs of disposal. A provision of £7,772,317 has been recognised to reflect the impairment of inventories.
Impairment of Property, Plant and Equipment and Intangible Assets
Under the liquidation basis, the carrying amounts of tangible and intangible fixed assets have been reviewed for impairment. The recoverable amounts were determined based on estimated realisable values, which required judgement in assessing the condition of the assets, their marketability, and the costs associated with their disposal. As a result, impairment provisions of £5,055,297 for property, plant and equipment and £86,197 for intangible assets have been recognised.
Provision for Redundancy Costs
A provision of £1,326,610 has been recognised for redundancy costs arising from the cessation of the Company’s operations. The provision is based on management’s best estimate of the obligations at the reporting date, taking into account contractual and statutory entitlements, notice periods, and consultations with affected employees. The timing and amount of the actual outflows are subject to uncertainty depending on the progress of the liquidation process.
Provision for Closure Costs
The Company has recognised a provision of £1,205,040 for closure costs, which includes professional fees, contract termination penalties, and other costs directly attributable to the winding down of operations. The estimation of these costs involves significant judgement, particularly in assessing the extent of contractual obligations and the timing of settlement. These estimates are based on the best information available at the reporting date and are subject to change as the liquidation progresses.

Page 21

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Sales of goods	9,024,459	11,499,326
Intercompany sales of goods	34,116,240	43,164,316
	43,140,699	54,663,642

Analysis of turnover by country of destination:

						As restated
					2024	2023
					£	£

United Kingdom	6,795,909	11,266,708
Europe	20,674,880	27,281,240
Rest of the world	15,669,910	16,115,694
	43,140,699	54,663,642

5.	Other operating charges
		2024	2023
		£	£

Management fees	-	2,746,122
Provision for loss due to fire	9,429,175	-
Insurance reimbursements	(6,109,480)	-
Others	(496,240)	-
	2,823,455	2,746,122

On 24 January 2024, a fire occurred at a warehouse operated by a third party, which held inventory belonging to the company. The affected inventory was fully provided for, except for a small quantity of items that were recoverable and could be sold for glue production. As a result of the incident, a net expense of £9,429,175 was recognised in the profit and loss account. Subsequently, during the year, the company received insurance reimbursements totalling £6,109,480 in relation to the loss.

Page 22

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6.	Exceptional other operating charges
		2024	2023
		£	£

Stocks' impairment	7,772,317	-
Fixed assets and Intangibles impairment	5,141,494	-
Provision for redundancy expenses	1,326,610	-
Provision for closure expenses	1,205,040	-
	15,445,461	-

As part of the Company’s decision to cease operations and enter liquidation, the directors have recognised a number of expenses associated with the winding down of the business. These include:

∙Stock impairment: A charge of £7,772,317 was recognised to reflect the reduction in net realisable value of inventory held at the reporting date.

∙Impairment of fixed assets and intangible assets: An amount of £5,141,494 was recognised to write down the carrying value of property, plant and equipment and intangible assets to their recoverable amounts.

∙Provision for redundancy costs: A provision of £1,326,610 was made to cover expected employee termination benefits arising from the closure of operations.

∙Provision for closure expenses: A further provision of £1,205,040 was recognised for estimated costs associated with the closure of facilities and other related obligations.

These amounts represent management’s best estimates of the costs expected to be incurred in liquidating the Company’s operations and have been recognised in the profit and loss account for the year.

	Exchange differences	(208,552)	62,168
	Other operating lease rentals	207,723	109,231

Page 23

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Fees payable to the Company's auditor and its associates in connection with the Company's pension scheme(s) in respect of:
	Audit-related assurance services	21,200	17,750

Wages and salaries	4,714,009	4,767,460
Social security costs	492,914	497,274
Cost of defined contribution scheme	206,064	212,275
	5,412,987	5,477,009

The average monthly number of employees, including the director, during the year was as follows:

	2024	2023
	No.	No.

Production and maintenance	60	69
Selling and distribution	4	4
Administration	25	24

	89	97

10.	Directors' remuneration
		2024	2023
		£	£

	Directors' emoluments	31,421	78,670

Page 24

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	6,768	10,761
Loans from group undertakings	2,888,413	1,408,850
	2,895,181	1,419,611

Corporation tax
Current tax on profits for the year	(1,036,388)	(872,484)
	(1,036,388)	(872,484)

Total current tax	(1,036,388)	(872,484)

Loss on ordinary activities before tax

(35,569,850)

(7,887,806)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	(8,892,463)	(1,855,212)
Effects of:
Deferred tax asset not recognised	6,819,687	110,244
Group relief surrendered for consideration	1,036,388	872,484
Total tax charge for the year	(1,036,388)	(872,484)

Page 25

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Intangible assets

		Computer software
		£
	Cost
	At 1 January 2024	1,063,449
	Transfers from fixed assets	57,761
	At 31 December 2024	1,121,210
	Amortisation
	At 1 January 2024	1,004,845
	Charge for the year on owned assets	30,168
	Impairment charge	86,197
	At 31 December 2024	1,121,210
	Net book value
	At 31 December 2024	-
	At 31 December 2023	58,604

An impairment loss on intangible assets has been recognised following the decision to wind up the Company, as disclosed in Note 2.3. The assessment reflects the reduction in recoverable amount below carrying value, based on fair value less costs to sell, given the cessation of operations.

Page 26

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Tangible fixed assets

	Freehold land and buildings	Plant and machinery	Motor vehicles	Assets under construction	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	4,814,339	20,054,287	215,550	2,285,112	27,369,288
Additions	-	141,192	-	921,464	1,062,656
Trasnfers to intangibles	-	-	-	(57,763)	(57,763)
Transfers between classes	544,958	2,015,370	-	(2,560,328)	-
At 31 December 2024	5,359,297	22,210,849	215,550	588,485	28,374,181
Depreciation
At 1 January 2024	2,656,103	15,263,107	215,550	-	18,134,760
Charge for the year on owned assets	195,521	797,117	-	-	992,638
Impairment charge	-	4,866,698	-	188,599	5,055,297
At 31 December 2024	2,851,624	20,926,922	215,550	188,599	24,182,695
Net book value
At 31 December 2024	2,507,673	1,283,927	-	399,886	4,191,486
At 31 December 2023	2,158,236	4,791,180	-	2,285,112	9,234,528

Freehold land and buildings include freehold land with a value of £388,201 (2022: £388,201) which has not been depreciated.
An impairment loss on fixed assets has been recognised following the decision to wind up the Company, as disclosed in Note 2.3. The assessment reflects the reduction in recoverable amount below carrying value, based on fair value less costs to sell, given the cessation of operations. This ensures that the carrying amount of these assets does not exceed their recoverable amount.

Page 27

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Stocks
		2024	2023
		£	£

Raw materials and consumables	1,240,964	1,353,146
Work in progress	27,713,823	25,236,321
Finished goods and goods for resale	6,699,138	5,037,855
Provision for net realisable value of stocks	(16,899,100)	-
	18,754,825	31,627,322

Provisions against inventories have been recognised to reflect adjustments to net realisable value, including a specific charge related to the fire incident disclosed in Note 5, an impairment of stock where recoverable value is lower than cost as outlined in Note 6, and a provision for obsolescence of spare parts.

16.

Debtors

					2024	2023
					£	£


Trade debtors	1,473,099	1,330,141
Amounts owed by group undertakings	6,678,331	4,192,658
Other debtors	2,158,540	2,313,453
Prepayments and accrued income	625,032	297,691
	10,935,002	8,133,943

17.	Cash and cash equivalents
		2024	2023
		£	£

	Cash at bank and in hand	205	19,534

Page 28

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	1,005,528	1,305,025
Amounts owed to group undertakings	58,867,105	41,598,856
Other taxation and social security	227,886	85,780
Accruals and deferred income	866,607	1,150,473
	60,967,126	44,140,134

Amounts owed to group undartakings are interest bearing following Tessenderlo Group's internal financing policy. In 2024 £2,888,413 have been recognised in the Profit and Loss as interest expenses (2023: £1,408,850).

19.	Creditors: Amounts falling due after more than one year
		2024	2023
		£	£

	Government grants received	285,891	303,484

A Welsh government grant was obtained to support capital expenditure at the site. All conditions have now been met and no repayment of the amounts received is expected.

20.	Financial instruments
		2024	2023
		£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	205	19,534

Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.
Financial assets are debt instruments measured at amortised costs comprise of; trade debtors, other debtors and amounts owed by group undertakings.
Financial liabilities measured at amortised cost comprise of; trade creditors, other creditors, accruals and amounts owed to group undertakings.

Page 29

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Provisions

	Redundancy costs	Closure costs	Total
	£	£	£

Charged to profit or loss	1,326,610	1,205,040	2,531,650
At 31 December 2024	1,326,610	1,205,040	2,531,650

In preparing these financial statements on a basis other than going concern, the Company has recognised provisions for severance and closure costs in respect of the planned cessation of operations. These provisions represent management’s best estimate of the unavoidable costs directly associated with the termination of employment contracts and the closure of facilities.
The estimates have been determined based on information available at the reporting date, including contractual obligations, statutory requirements, and expected implementation timelines. The provisions are expected to be utilised within the short term as the closure plan is executed.

22.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

9,825,000 (2023 - 9,825,000) Ordinary shares of £1.00 each	9,825,000	9,825,000

23.

Reserves

Share premium account

Share premium account represents the amount subscribed for share capital in excess of the nominal amounts.

Profit and loss account

The profit and loss account represents the accumulated profits, losses and distribution of the Company.

24.	Pension commitments

The Company operates a Defined Contribution Pension Scheme. The pension charge for the year amounted to £206,064 (2023: £212,275).

The scheme is a multiple employer scheme and the Company is unable to identify its share of the underlying assets and liabilities, the participating employers in the scheme are Tessenderlo Fine Chemicals Limited and PB Gelatins U.K. Limited. Under the multi-employer exemptions under FRS 102 the scheme has been accounted for as a defined contribution scheme.

Page 30

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Not later than 1 year	138,000	137,432
Later than 1 year and not later than 5 years	34,500	497,918
Later than 5 years	-	147,542
	172,500	782,892

In September 2025, the Company formally notified its landlords of its intention to terminate lease agreements earlier than originally contracted, in line with the planned wind-up of operations. As a result, future lease commitments have been reduced to reflect the revised termination dates. The directors consider that the revised commitments appropriately reflect the Company’s obligations under the lease arrangements as at the reporting date.

26.	Controlling party

The immediate parent undertaking is Tessenderlo Holding UK Limited, a company incorporated in the UK and registered in England and Wales.
The ultimate parent undertaking is Tessenderlo Group NV, a company registered in Belgium. Tessenderlo Group NV is the parent of both the smallest and largest group in respect of which group financial statements are prepared.
The results of the Company are included in the consolidated financial statements of Tessenderlo Group NV. Copies of these financial statements are publicly available at Tessenderlo Group NV, 1050 Brussels, Troonstraat 130, Brussels and may be obtained from the Tessenderlo Group NV website.

Page 31